Following the success of the Sunphotometer Earth Atmosphere Measurement (SPEAM-I) experiment, a more involved experiment was developed to fly as part of the second set of Canadian Experiments (CANEX-2) which will fly on the US Space Shuttle in the fall of 1992. The instrument complement includes an IBM-PC compatible control computer, a hand-held diode array spectrophotometer, and an interference-filter, limb imaging radiometer for the measurement of the atmospheric airglow. The hand-held spectrometer will measure nitrogen dioxide, ozone and aerosols. The limb imaging radiometer will observe emissions from the O2(1 DELTA) and O2(1 SIGMA) airglow bands. Only the spectrophotometer will be discussed here.